Press release from the Competition Council regarding the economic concentration project concerning the acquisition of exclusive control of the company “Instructure Holdings, Inc” by the company “Icon Parent Inc” through the acquisition of 100% of its capital and related voting rights

In accordance with Article 13 of Law No. 104-12 on freedom of prices and competition and Article 10 of Decree No. 2-14-652 issued for its implementation, as amended and supplemented, the Competition Council makes available to the public the “operation summary” below, containing the information provided by the parties.

This information has been prepared by the notifying parties, who are solely responsible for it. Any inaccurate or distorted information contained therein does not in any way prejudge the Competition Council’s position on the proposed operation.

The publication of this press release does not attest to the completeness of the file provided for in Article 9 of Decree No. 2-14-652 issued for the implementation of Law No. 104-12 on freedom of prices and competition as amended and supplemented.

Names of the companies and groups concerned:

• The acquirer: The company “Icon Parent Inc”;
• The target: The company “Instructure Holdings, Inc”.

Nature of the operation

• Takeover

Sectors concerned

• The learning management system (“LMS”) service market.

Deadline for interested third parties to submit their observations

• 10 days from the date of publication of this press release, i.e. September 16

NON-CONFIDENTIAL SUMMARY OF THE OPERATION PROVIDED BY THE PARTIES

The Competition Council received notification of an economic concentration operation concerning the acquisition by “Icon Parent Inc.”, an acquisition vehicle indirectly exclusively owned by investment funds advised and managed by various subsidiaries of “KKR & Co. Inc.”, of the entire share capital of “Instructure Holdings, Inc.” (together with its subsidiaries, “Instructure”).

“KKR & Co. Inc.” is a global investment company that offers alternative asset management services as well as solutions related to capital and insurance markets. “KKR & Co. Inc.” manages investment funds that invest in private equity, credit, and real assets and has strategic partners who manage hedge funds.

“Instructure Holdings, Inc” is an educational technology company listed on the New York Stock Exchange (NYSE). It offers learning management solutions, education technology efficiency, and accreditation.

 

Done in Rabat, on September 5, 2024.